Common use of Section 3.5.1 Clause in Contracts

Section 3.5.1. For all federal and state income tax purposes the Members and Buyer shall (i) treat and report the transfer of the Seller Interests in a manner consistent with its qualification as a transfer of property to a controlled corporation pursuant to the provisions of Code Section 351 and comparable provisions of state income tax law, and (ii) file such Tax Returns and Tax information reports related to the transfer as may be required or otherwise appropriate under the Tax laws and regulations applicable to transfers of property pursuant to Code Section 351.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Eps Solutions Corp), Securities Purchase Agreement (Eps Solutions Corp), Securities Purchase Agreement (Eps Solutions Corp)

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Section 3.5.1. For all federal and state income tax purposes the Members Stockholder and Buyer shall (i) treat and report the transfer of the Seller Interests Shares in a manner consistent with its qualification as a transfer of property to a controlled corporation pursuant to the provisions of Code Section 351 and comparable provisions of state income tax law, and (ii) file such Tax Returns returns and Tax information reports related to the transfer as may be required or otherwise appropriate under the Tax laws and regulations applicable to transfers of property pursuant to Code Section 351.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Eps Solutions Corp), Stock Purchase Agreement (Eps Solutions Corp)

Section 3.5.1. For all federal and state income tax purposes the Members purposes, Seller and Buyer shall (i) treat and report the transfer of the Seller Interests Acquired Assets in a manner consistent with its qualification as a transfer of property to a controlled corporation pursuant to the provisions of Code Section 351 and comparable provisions of state income tax law, and (ii) file such Tax Returns returns and Tax information reports related to the transfer as may be required or otherwise appropriate under the Tax laws and regulations applicable to transfers of property pursuant to Code Section 351.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eps Solutions Corp)

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Section 3.5.1. For all federal and state income tax purposes the Members Stockholders and Buyer shall (i) treat and report the transfer of the Seller Interests Shares in a manner consistent with its qualification as a transfer of property to a controlled corporation pursuant to the provisions of Code Section 351 and comparable provisions of state income tax law, and (ii) file such Tax Returns and Tax information reports related to the transfer as may be required or otherwise appropriate under the Tax laws and regulations applicable to transfers of property pursuant to Code Section 351.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eps Solutions Corp)

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